SEC Form SC 13G filed by Avalo Therapeutics Inc.

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. )¹

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) Includes 299 Shares (as defined below) underlying certain Warrants (as defined below). The Warrants are subject to the Beneficial Ownership Limitation (as defined below).

(1) Includes 299 Shares underlying certain Warrants. The Warrants are subject to the Beneficial Ownership Limitation.

(1) Includes 299 Shares underlying certain Warrants. The Warrants are subject to the Beneficial Ownership Limitation.

(1) Includes 299 Shares underlying certain Warrants. The Warrants are subject to the Beneficial Ownership Limitation.

(1) Includes 299 Shares underlying certain Warrants. The Warrants are subject to the Beneficial Ownership Limitation.

(1) Includes 299 Shares underlying certain Warrants. The Warrants are subject to the Beneficial Ownership Limitation.

Avalo Therapeutics, Inc., a Delaware corporation (the “Issuer”).

540 Gaither Road, Suite 400

Rockville, Maryland 20850

Biotechnology Value Fund, L.P. (“BVF”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF I GP LLC (“BVF GP”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

Biotechnology Value Fund II, L.P. (“BVF2”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF II GP LLC (“BVF2 GP”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

Biotechnology Value Trading Fund OS LP (“Trading Fund OS”)

PO Box 309 Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Citizenship: Cayman Islands

BVF Partners OS Ltd. (“Partners OS”)

PO Box 309 Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Citizenship: Cayman Islands

BVF GP Holdings LLC (“BVF GPH”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF Partners L.P. (“Partners”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF Inc.

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

Mark N. Lampert (“Mr. Lampert”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: United States

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Common Stock, $0.001 par value per share (the “Shares”)

05338F306

As of the close of business on August 23, 2024, the Reporting Persons and the Partners Managed Account (as defined below) held an aggregate of 2,267.47 shares of Series C Non-Voting Convertible Preferred Stock (the “Series C Preferred Stock”) convertible into an aggregate of 2,267,469 Shares, subject to the Beneficial Ownership Limitation (as defined below). Each share of Series C Preferred Stock is initially convertible into 1,000 Shares. As of August 23, 2024, none of the Series C Preferred Stock held by the Reporting Persons and the Partners Managed Account are convertible into Shares due to the Beneficial Ownership Limitation.

As of the close of business on August 23, 2024, the Reporting Persons and the Partners Managed Account also held Warrants (the “Warrants”) exercisable into an aggregate of 1,940,679 Shares on a one-for-one basis. The Warrants entitle the owner thereof to purchase Shares, at an exercise price of $5.796933 per Share, or a number of shares of Series C Preferred Stock convertible into the number of Shares the Warrants are then exercisable into. The Warrants became exercisable on (i) March 28, 2024, if exercised for shares of Series C Preferred Stock or (ii) on August 13, 2024, if exercised for Shares, and expire on the earlier of (x) the fifth (5th) anniversary of the date of issuance or (y) the thirty-first (31st) day following the public announcement of the first patient dosed in a phase 2 trial of AVTX-009 in hidradenitis suppurativa (the “Dosing Date”). As of August 23, 2024, the Beneficial Ownership Limitation limits the exercise of the Warrants held by the Reporting Persons and the Partners Managed Account for Shares to 299 out of the 1,940,679 Warrants held by them.

The Issuer shall not effect any conversion of any Series C Preferred Stock or issue any shares upon exercise of the Warrants, and a holder of Series C Preferred Stock and/or Warrants shall not have the right to convert or exercise, as applicable, any portion of its Series C Preferred Stock and/or Warrants, to the extent that, after giving effect to such attempted conversion or exercise, such holder, together with its Attribution Parties (as defined in the transaction documents), would beneficially own a number of Shares in excess of 9.99% of the outstanding Shares (the “Beneficial Ownership Limitation”).

As of the close of business on August 23, 2024 (i) BVF beneficially owned 512,349 Shares, including 299 Shares underlying certain Warrants held by it, and excluding (a) 1,200,680 Shares underlying certain shares of Series C Preferred Stock and (b) 1,027,338 Shares underlying certain Warrants held by it; (ii) BVF2 beneficially owned 403,121 Shares, excluding (a) 945,258 Shares underlying certain shares of Series C Preferred Stock and (b) 809,027 Shares underlying certain Warrants held by it; and (iii) Trading Fund OS beneficially owned 37,791 Shares, excluding (a) 88,614 Shares underlying certain shares of Series C Preferred Stock and (b) 75,842 Shares underlying certain Warrants held by it.

BVF GP, as the general partner of BVF, may be deemed to beneficially own the 512,349 Shares beneficially owned by BVF.

BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 403,121 Shares beneficially owned by BVF2.

Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own the 37,791 Shares beneficially owned by Trading Fund OS.

BVF GPH, as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 915,470 Shares beneficially owned in the aggregate by BVF and BVF2.

Partners, as the investment manager of BVF, BVF2 and Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the 967,299 Shares beneficially owned in the aggregate by BVF, BVF2 and Trading Fund OS and held in a certain Partners managed account (the “Partners Managed Account”), including 14,038 Shares held in the Partners Managed Account, which excludes (a) 32,917 Shares underlying certain shares of Series C Preferred Stock and (b) 28,173 Shares underlying certain Warrants held in the Partners Managed Account.

BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 967,299 Shares beneficially owned by Partners.

Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 967,299 Shares beneficially owned by BVF Inc.

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any Shares owned by another Reporting Person. BVF GP disclaims beneficial ownership of the Shares beneficially owned by BVF. BVF2 GP disclaims beneficial ownership of the Shares beneficially owned by BVF2. Partners OS disclaims beneficial ownership of the Shares beneficially owned by Trading Fund OS. BVF GPH disclaims beneficial ownership of the Shares beneficially owned by BVF and BVF2. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the Shares beneficially owned by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.

The following percentages are based upon a denominator that is the sum of (i) 9,682,374 Shares, which is the total number of Shares outstanding as confirmed to the Reporting Persons by the Issuer, and (ii) 299 Shares issuable upon the exercise of certain Warrants owned by the Reporting Persons, as applicable.

As of the close of business on August 23, 2024, (i) BVF beneficially owned approximately 5.3% of the outstanding Shares, (ii) BVF2 beneficially owned approximately 4.2% of the outstanding Shares, (iii) Trading Fund OS beneficially owned less than 1% of the outstanding Shares, (iv) BVF GP may be deemed to beneficially own approximately 5.3% of the outstanding Shares, (v) BVF2 GP may be deemed to beneficially own approximately 4.2% of the outstanding Shares, (vi) Partners OS may be deemed to beneficially own less than 1% of the outstanding Shares, (vii) BVF GPH may be deemed to beneficially own approximately 9.5% of the outstanding Shares, and (viii) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own approximately 9.99% of the outstanding Shares (less than 1% of the outstanding Shares are held in the Partners Managed Account).

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

Not Applicable.

BVF GP, BVF GPH, Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by BVF. BVF GPH, Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by BVF2. Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by Trading Fund OS and held in the Partners Managed Account.

Not Applicable.

See Exhibit 99.1.

Not Applicable.

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 23, 2024